Obligation to audit a commercial company and the appointment of auditors
It is common that many commercial companies are unaware of the obligations they have to carry out a correct control and audit of their accounts. For this reason in this article, we will explain the main keys to have present on the audit of accounts in a mercantile company.
What is an audit of accounts?
The audit of accounts is an activity that consists of reviewing and verifying the accounting documents of a commercial company.
This is done to be able to determine whether the annual accounts presented by the company reflect a true and fair view of the state of the company and its assets, as well as to understand the real financial situation of the audited entity.
An audit of accounts is a mechanism to guarantee the veracity of the information presented by a company in order to provide assurance on the data and information presented.
Which company is obliged to audit its accounts?
To know when a company is obliged to audit its accounts, we need to consider the different criteria set out in Article 263.2 of the Spanish Companies Act.
Specifically, we must consider that those companies that comply with at least two of the following circumstances for two consecutive financial years as of the closing date are exempt from their obligation to audit the accounts:
- Those companies in which the total asset items do not exceed €2,850,000.
- The net turnover does not exceed 5,700,000 euros.
- The average number of employees does not exceed 50.
In the case of mandatory audits, the appointment of auditors is the responsibility of the General Meeting of Shareholders.
Who can be appointed auditor and what are their responsibilities?
The only requirement to be an auditor of a company is that the auditor must be registered in the Official Register of Auditors (ROAC) and must be listed as “practicing“.
When the auditors are appointed, the Mercantile Register must review and verify that this condition is met.
In addition, for the appointment to be properly registered, the following requirements must be met: The company must present the corresponding document accrediting the identity of the auditor, the date of his appointment and the period for which he has been appointed.
Can there be a forced appointment?
It is possible that, in those cases in which the audit is mandatory, the appointment of the auditor does not take place, leaving the company in need of appointing one.
For these cases, Article 265 of the Capital Companies Law determines that, if the company has not appointed auditors within the deadline or if the auditor appointed has not accepted his appointment, any of the shareholders or directors may request the appointment of the auditor from the Commercial Registry.
In the case of companies that are not obliged to audit their accounts, when 5% of the capital votes in favor, the appointment of an auditor may be requested to the registrar. This request must be made within a maximum of 3 months from the end of the financial year to be audited.
In Letslaw we are experts in carrying out the procedures for the appointment of auditors of commercial companies. Our professionals have more than 10 years of experience advising in this type of operations.
Letslaw es una firma de abogados internacionales especializada en el derecho de los negocios.